EXHIBIT 10(d)
[LOGO OF UNION TRUST] Union Trust Company Guaranty and Suretyship
Agreement - Corporation/Partnership -
Commercial (Connecticut)
July 6, 1995
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To induce First Fidelity Bank (the "Bank") to make loans, extensions of credit
or other financial accommodations to STAR STRUCK, INC. (the "Borrower"), now or
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in the future, to secure the observance, payment, and performance of the
Liabilities (as defined below) and with full knowledge that the Bank would not
make the said loans, extensions of credit, or financial accommodations without
this Guaranty and Suretyship Agreement (together with any amendments or
modifications hereto in effect from time to time, the "Guaranty"), which shall
be a contract of suretyship, the Guarantor (as defined below), jointly and
severally and unconditionally, and intending to be legally bound hereby, agrees
as follows:
A. Liabilities Secured. The Guarantor, jointly and severally, hereby guarantees
the full, prompt, and unconditional payment of the Liabilities (as defined
below), when and as the same shall become due, whether at the stated
maturity date, by acceleration, or otherwise, and the full, prompt, and
unconditional performance of each and every term and condition of every
transaction to be kept and performed by the Borrower and any other Obligor
under the Loan Documents (as defined below). This Guaranty is a primary
obligation of the Guarantor and shall be a continuing inexhaustible Guaranty
without limitation as to amount or duration and may not be revoked except by
notice in writing by the Guarantor to the Bank and received by the Bank at
least thirty (30) days prior to the date set for such revocation. No such
notice shall affect the Guarantor's liability under this Guaranty for any
loan, extension of credit or other financial accommodation made to or
committed to be made to the Borrower or any Obligor by the Bank and/or any
Affiliate occurring prior to the effective date of the revocation,
regardless of whether such loan, extension of credit or financial
accommodation is made before or after notice of revocation.
B. Definitions. As used herein, the following terms shall have the following
meanings:
1. Affiliate. The term "Affiliate" means First Fidelity Bancorporation and
any of its direct and indirect affiliates and subsidiaries.
2. Collateral. The term "Collateral" means all property of the Guarantor
and/or any Obligor, now or hereafter in the possession of the Bank or
any Affiliate, in any capacity whatsoever including, but not limited
to, any balance or share of any deposit, trust or agency account, and
all property and assets of the Guarantor and/or any Obligor now or
hereafter subject to a security agreement, pledge, mortgage,
assignment, or other document or agreement granting the Bank or any
Affiliate a security interest therein or lien or encumbrance thereon.
3. GAAP. The term "GAAP" means generally accepted accounting principles in
effect from time to time in the United States.
4. Guarantor. The term "Guarantor" means all of the persons and entities
who are signatories to this Guaranty other than the Bank.
5. Liability. The term "Liability" or "Liabilities" means any and all
obligations and indebtedness of every kind and description of the
Borrower owing to the Bank or to any Affiliate, whether or not under
the Loan Documents, and whether such debts or obligations are primary
or secondary, direct or indirect, absolute or contingent, sole, joint
or several, secured or unsecured, due or to become due, contractual or
tortious, arising by operation of law, by overdraft, or otherwise, or
now or hereafter existing, including, without limitation, principal,
interest, fees, late fees, expenses, attorneys' fees and costs, and/or
allocated fees and costs of the Bank's in-house legal counsel, that
have been or may hereafter be contracted or incurred.
6. Loan Documents. The term "Loan Documents" means this Guaranty, and any
and all credit accommodations, notes loan agreements, and any other
agreements and documents, now or hereafter existing, creating,
evidencing, guarantying, securing or relating to any or all of the
Liabilities, together with all amendments, modifications, renewals, or
extensions thereof.
7. Obligor. The term "Obligor" means the Borrower and each and every
maker, endorser, guarantor, or surety, including, without limitation,
the Guarantor, of or for the Liabilities.
C. Representations and Warranties; Covenants. The Guarantor covenants,
represents and warrants as of the date hereof and at all times hereafter
until the Liabilities are fully paid and performed, and any commitment to
make loans, extensions of credit, or other financial accommodations to the
Borrower have been terminated, as follows:
1. Obligations of the Guarantor. This Guaranty and any other Loan Document
to which the Guarantor is a party are the legal, valid, and binding
obligations of the Guarantor, enforceable against it in accordance with
their terms, except as the same may be limited by bankruptcy,
insolvency, reorganization, or other laws or equitable principles
relating to or affecting the enforcement of creditors' rights
generally. The loans or credit accommodations made by the Bank to the
Borrower and the assumption by the Guarantor of its obligations
hereunder and under any other Loan Document to which the Guarantor is a
party will result in material benefits to the Guarantor. This Guaranty
was entered into by the Guarantor for commercial purposes; and
2. Books and Records; Financial Statements and Information; Tax Returns.
All financial statements heretofore delivered by the Guarantor to the
Bank are true, correct, and complete in all material respects, and
fairly represent the Guarantor's financial condition as of the date
hereof, and no information has been omitted which would make the
information previously furnished misleading or incorrect in any
material respect. The Guarantor shall keep and maintain complete and
accurate books and records and shall permit representatives of the Bank
to examine and audit the Guarantor's (and its subsidiaries, if any)
books and records and to inspect the Guarantor's facilities and
properties. The Guarantor shall furnish to the Bank the following
financial information: (i) not later than ninety (90) days after the
end of each fiscal year, consolidated and consolidating x audited
reviewed compiled year-end financial statements for the Guarantor (if
the boxes herein are left blank, then the type of financial statement
shall be determined by the Bank at its sole discretion), and if
applicable, for each of its consolidated subsidiaries, including, but
not limited to, statements of financial condition, income and cash
flows, a reconciliation of net worth, notes to financial statements
(all of the above prepared in accordance with GAAP, consistently
applied, by an independent
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certified public accountant acceptance to the Bank, and certified as
true, correct, and complete by the Guarantor's chief financial officer)
and any other information that may assist the Bank in assessing the
Guarantor's financial condition; (ii) not later than sixty (60) days
after the end of each interim fiscal quarter, the Guarantor's
consolidated and consolidating financial statements, including, but not
limited to, statements of financial condition, income and cash flows,
and a reconciliation of net worth (all of the above prepared in a
format acceptable to the Bank, certified as true, correct, and complete
by the Guarantor's chief financial officer); (iii) the following
statements and schedules relating to the Guarantor's business monthly
quarterly or at such other times as may be requested by the Bank:
[_] accounts receivable agings [_] accounts payable agings
[_] inventory schedules [_] Other_____________________;
and/or (iv) such information respecting the operations, financial or
otherwise, of the Guarantor or any of its subsidiaries, as the Bank may
from time to time reasonably request. The Guarantor shall prepare and
timely file all federal, state and local tax returns required to be
filed by the Guarantor and shall submit to the Bank a copy of its
federal tax return immediately after filing same with the Internal
Revenue Service.
D. No Limitation of Liability. Without incurring responsibility to the
Guarantor and without impairing or releasing the obligations of the
Guarantor to the Bank or to any Affiliate, the Bank may, at any time, and
from time to time, without the consent of, or notice to the Guarantor, upon
any terms or conditions, and in whole or in part:
1. Payment Terms. Change the manner, place, or terms of payment, and/or
change or extend the time for payment, or renew or alter, any of the
Liabilities, any security therefor or any of the Loan Documents
evidencing same, and the Guaranty herein made shall apply to the
Liabilities and the Loan Documents as so changed, extended, renewed, or
altered;
2. Sale of Property. Sell, exchange, release, surrender, realize upon, or
otherwise deal with in any manner and in any order, any property,
including the Collateral, by whomsoever at any time pledged, mortgaged,
or in which a security interest is given to secure, or howsoever
securing, the Liabilities;
3. Failure to Exercise Rights. Exercise or refrain from exercising any
rights against the Borrower or any other Obligor (including the
Guarantor) or against any Collateral for the Liabilities or otherwise
act or refrain from action;
4. Settlement of Liabilities. Settle or compromise any Liabilities,
whether in a proceeding or not, and whether voluntarily or
involuntarily, dispose of any Collateral therefor, with or without
consideration, or settle or compromise any liability incurred directly
or indirectly in respect thereof or hereof, and/or subordinate the
payment of all or any part thereof to the payment of any Liabilities,
whether due or not;
5. Application of Funds. Apply any sums by whomsoever paid or howsoever
realized to any Liabilities in any order deemed appropriate by the
Bank;
6. Release of Obligations. Add, release, settle, modify, or
discharge other obligation of any Obligor or any other party who is in
any way obligated for any of the Liabilities;
7. Additional Security. Accept any additional security for the
Liabilities; and/or
8. Any Other Action. Take any other action which might constitute a
defense available to, or a discharge of, the Borrower or any other
Obligor (including the Guarantor), in respect of the Liabilities.
The invalidity, irregularity, or unenforceability of all or any part of the
liabilities or any Loan Document or any agreement or instrument or
instrument relating thereto, or the lack of validity, enforceability,
perfection, impairment or loss of any liens or security interests granted
in connection therewith, whether caused by any action or inaction of the
Bank or any Affiliates, or otherwise, shall not affect, impair, or be a
defense to the Guarantor's obligations under this Guaranty.
E. Waiver of Subrogation. The Guarantor irrevocably waives any present or
future claim, right or remedy to which the Guarantor is or becomes entitled
that arises hereunder and/or from the performance by the Guarantor hereunder
to be subrogated to the Bank's rights against the Borrower or any other
Obligor and/or any present or future claim, right or remedy to seek
contribution, reimbursement, exoneration, indemnification, payment or the
like from the Borrower or any other Obligor on account of this Guaranty or
any other Loan Document and/or to participate in any security which the Bank
now has or hereafter acquires, whether or not such claim, right or remedy
arises in equity, under contract, by statute, under common law or otherwise.
If, notwithstanding such waiver, any funds or property shall be paid or
transferred to the Guarantor on account of such subrogation, reimbursement,
exoneration, indemnification, or contribution at any time when all of the
Liabilities have not been paid in full, the Guarantor shall hold such funds
and/or property in trust for the Bank and shall forthwith pay over or
deliver to the Bank such funds and/or property to be applied by the Bank to
the Liabilities.
F. Events of Default. The occurrence of any one of the following shall
constitute an event of default ("Event of Default") under this Guaranty:
1. Breach. A breach by any Obligor of any term, obligation, provision,
covenant, representation or warranty arising under (i) this Guaranty or
any other Loan Document, including, without limitation, failure to make
any payment when due hereunder or under any Loan Document; (ii) any
present or future agreement or instrument with or in favor of the Bank
and/or any Affiliate, including, without limitation, the failure to
make any payment when due; or (iii) any present or future agreement or
instrument for borrowed money or other financial accommodations with
any other person or entity;
2. Bankruptcy; Insolvency. (i) Any Obligor commences any bankruptcy,
reorganization, debt arrangement, or other case or proceeding under the
United States Bankruptcy Code or under any similar foreign, federal,
state, or local statute, or any dissolution or liquidation proceeding,
or makes a general assignment for the benefit of creditors, or takes
any action for the purpose of effecting any of the foregoing; (ii) any
bankruptcy, reorganization, debt arrangement, or other case or
proceeding under the United States Bankruptcy Code or under any similar
foreign, federal, state, or local statute, or any dissolution or
liquidation proceeding is involuntarily commenced against or in respect
of any Obligor or an order for relief is entered in any such
proceeding, (iii) the appointment, or the filing of a petition seeking
the appointment, of a custodian, receiver, trustee, or liquidator for
any Obligor or any of its property, or for the taking of possession of
any part of the property of any Obligor at the instance of any
governmental authority; or (iv) any Obligor becomes insolvent (however
defined), is generally not paying its debts as they become due, or
suspends transaction of its usual business;
3. Entry of Judgment. The filing, entry, or issuance of any judgment,
execution, garnishment, attachment, distraint, or lien against any
Obligor or any of its property, or the entry of any order enjoining or
restraining any Obligor and/or restraining or seizing any property of
any Obligor;
4. Death; Reorganization. The death, dissolution, merger, consolidation,
or reorganization of any Obligor;
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5. Material Misstatement. Any statement, representation or warranty made
in or pursuant to this Guaranty or any other Loan Document or to induce
the Bank to accept this Guaranty or enter into the transactions in
respect of which this Guaranty has been delivered shall prove to be
untrue or misleading in any material respect;
6. Additional Debt; Granting of Security Interest. Any Obligor incurs
additional debt other than debt incurred for normal consumer purposes,
debt to the Bank and/or an Affiliate and/or trade debt in the ordinary
course of Obligor's business or transfers or grants any lien or
security interest in any of its property on which the Bank has a lien
and/or security interest, without the prior written consent of the
Bank;
7. Litigation Against Collateral. The institution of any litigation,
action or proceeding in which the Collateral is subject to forfeiture
or the forfeiture of the Collateral is sought; or
8. Transfer of Property. Any Obligor transfers or sells all or
substantially all of its assets, without the prior written consent of
the Bank.
G. Remedies.
1. Acceleration of Liabilities; Rights of Bank. Upon the occurrence of an
Event of Default described in Section F hereof (other than any Event of
Default described in Paragraph F.2.) at the Bank's sole option, all
Liabilities shall immediately become due and payable in full, all
without protest, presentment, demand or further notice of any kind to
the Guarantor or any other Obligor, all of which are expressly waived.
Upon the occurrence of any of the Events of Default described in
Paragraph F.2. hereof, immediately and automatically, all Liabilities
shall become due and payable in full, all without protest, presentment,
demand or further notice of any kind to the Guarantor or any other
Obligor, all of which are expressly waived. Upon and following an Event
of Default, the Bank may, at its option, exercise any and all rights
and remedies it has under this Guaranty, any other Loan Document and/or
applicable law including, without limitation, an action for specific
performance to enforce or aid in the enforcement of any provision
contained herein or in any other Loan Document.
2. Right of Set-off. If any of the Liabilities shall be due and payable
and whether or not the Bank shall have made any demand under this
Guaranty, and regardless of the adequacy of any Collateral for the
Liabilities or other means of obtaining repayment of the Liabilities,
the Bank shall have the right, without notice to the Guarantor or to
any other Obligor, and is specifically authorized hereby to apply
toward and set-off against and apply to the then unpaid balance of the
Liabilities any items or funds of the Guarantor and/or any Obligor held
by the Bank or any Affiliate, any and all deposits (whether general or
special, time or demand, matured or unmatured) or any other property of
the Guarantor and/or any Obligor, including, without limitation,
securities and/or certificates of deposit, now or hereafter maintained
by the Guarantor and/or any Obligor for its or their own account with
the Bank, and any other indebtedness at any time held or owing by the
Bank or any Affiliate to or for the credit or the account of the
Guarantor and/or any Obligor, even if effecting such set-off results in
a loss or reduction of interest or the imposition of a penalty
applicable to the early withdrawal of time deposits. For such purpose,
the Bank shall have, and the Guarantor hereby grants to the Bank, a
first lien on and security interest in such deposits, property, funds
and accounts and the proceeds thereof. The Guarantor further authorizes
any Affiliate, upon and following the occurrence of an Event of
Default, at the request of the Bank, and without notice to the
Guarantor, to turn over to the Bank any property of the Guarantor held
by the Affiliate of the Guarantor's account and to debit any deposit
account maintained by the Guarantor with such Affiliate (even if such
deposit account is not then due or there results a loss or reduction of
interest or the imposition of a penalty in accordance with law
applicable to the early withdrawal of time deposits), in the amount
requested by the Bank up to the amount of the Liabilities, and to pay
or transfer such amount or property to the Bank for application to the
Liabilities.
3. Remedies Cumulative; No Waiver. The rights, powers and remedies of the
Bank provided in this Guaranty and the other Loan Documents are
cumulative and concurrent, and are not exclusive of any right, power or
remedy available to the Bank. No failure or delay on the part of the
Bank in the exercise of any right, power or remedy shall operate as a
waiver thereof, nor shall any single or partial exercise preclude any
other or further exercise thereof, or the exercise of any other right,
power or remedy.
4. Continuing Enforcement of the Loan Documents. If, after receipt of any
payment of all or any part of the Liabilities or the obligations of the
Guarantor to the Bank, the Bank is compelled or agrees, for settlement
purposes, to surrender such payment to any person or entity for any
reason, then this Guaranty and the other Loan Documents shall continue
in full force and effect or be reinstated, as the case may be. The
provisions of this paragraph shall survive the termination of this
Guaranty and the other Loan Documents and shall be and remain effective
notwithstanding the payment of the Liabilities, the cancellation of the
Guaranty or any other Loan Document, the release of any security
interest, lien or encumbrance securing the Liabilities or any other
action which the Bank may have taken in reliance upon its receipt of
such payment.
H. Miscellaneous.
1. Notices. Notices and communications under this Guaranty shall be in
writing and shall be given by (i) hand-delivery, (ii) first class mail
(postage prepaid), or (iii) reliable overnight commercial courier
(charges prepaid), to the addresses set forth in the Guaranty. Notice
by overnight courier shall be deemed to have been given and received on
the date scheduled for delivery. Notice by mail shall be deemed to have
been given and received three (3) calendar days after the date first
deposited in the Untied States Mail. Notice by hand-delivery shall be
deemed to have been given and received upon delivery. A party may
change its address by giving written notice to the other party as
specified herein.
2. Costs and Expenses. Whether or not the transactions contemplated by the
Loan Documents are fully consummated, the Guarantor shall promptly pay
(or reimburse, as the Bank may elect) all costs and expenses which the
Bank has incurred or may hereafter incur in connection with the
negotiation, preparation, reproduction, interpretation, perfection,
protection of Collateral, administration and enforcement of this
Guaranty and the other Loan Documents, the collection of all amounts
due under this Guaranty and the other Loan Documents, and all
amendments, modifications, consents or waivers, if any, to this
Guaranty and the other Loan Documents. The Guarantor's reimbursement
obligations under this paragraph shall survive any termination of the
Loan Documents.
3. Governing Law. This Guaranty shall be construed in accordance with and
governed by the substantive laws of the State of Connecticut without
reference to conflict of laws principles.
4. Integration; Amendment; No Third Party Beneficiary. This Guaranty and
the other Loan Documents constitute the sole agreement of the parties
with respect to the subject matter hereof and thereof and supersede all
oral negotiations and prior writings with respect to the subject matter
hereof and thereof. No amendment of this Guaranty, and no waiver of any
one or more of the provisions hereof shall be effective unless set
forth in writing and signed by the parties hereto. The Guarantor and
the Bank do not intend any benefits of this Guaranty to inure to any
third party and no third party (including the Borrower) shall have any
status, right or entitlement under this Guaranty.
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5. Successors and Assigns. This Guaranty (i) shall be binding upon the
Guarantor and the Bank, where applicable, their respective heirs,
executors, administrators, successors and assigns, and (ii) shall inure
to the benefit of the Guarantor and the Bank and, where applicable,
their respective heirs, executors, administrators, successors and
permitted assigns; provided, however, that the Guarantor may not assign
its rights or obligations hereunder or any interest herein without the
prior written consent of the Bank, and any such assignment or attempted
assignment by the Guarantor shall be void and of no effect with respect
to the Bank. The Bank may from time to time sell or assign, in whole or
in part, or grant participations in some or all of the Loan Documents
and/or the obligations evidenced thereby. The Guarantor authorizes the
Bank to provide information concerning the Guarantor to any prospective
purchaser, assignee or participant.
6. Severability and Consistency. The illegality, unenforceability or
inconsistency of any provision of this Guaranty or any instrument or
agreement required hereunder shall not in any way affect or impair the
legality, enforceability or consistency of the remaining provisions of
this Guaranty or any instrument or agreement required hereunder. The
Loan Documents are intended to be consistent. However, in the event of
any inconsistencies among any of the Loan Documents, such inconsistency
shall not affect the validity or enforceability of each Loan Document.
The Guarantor agrees that in the event of any inconsistency or
ambiguity in any of the Loan Documents, the Loan Documents shall not be
construed against any one party but shall be interpreted consistent
with the Bank's policies and procedures.
7. Consent to Jurisdiction and Service of Process. The Guarantor
irrevocably appoints each and every owner, partner, and/or officer of
the Guarantor as its attorneys upon whom may be served any notice,
process or pleading in any action or proceeding against the Guarantor
arising out of or in connection with this Guaranty or any of the other
Loan Documents. If service of process cannot be delivered to the
Guarantor as specified by statute, the Guarantor agrees that, with
court approval, it may be served by regular or certified mail at the
address set forth herein. The Guarantor hereby consents that (i) any
action or proceeding against it may be commenced and maintained in any
court within the State of Connecticut or in the United States District
Court for the District of Connecticut by service of process on such
owner, partner and/or officer; and (ii) such courts shall have
jurisdiction with respect to the subject matter hereof and the person
of the Guarantor and all Collateral for the Liabilities. The Guarantor
agrees that any action brought by the Guarantor shall be commenced and
maintained only in a court in the federal judicial district or county
in which the Bank has its principal place of business in Connecticut.
8. Joint and Several Liability. In the event that the Guarantor consists
of more than one person or entity, the Liabilities or obligations of
each such person or entity shall be joint and several and the word
"Guarantor" means each of them, any of them and/or all of them.
9. Judicial Proceedings; Waivers.
THE GUARANTOR AND THE BANK ACKNOWLEDGE AND AGREE THAT (i) ANY SUIT,
ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT OR
INSTITUTED BY THE BANK OR THE GUARANTOR OR ANY SUCCESSOR OR ASSIGN OF
THE BANK OR THE GUARANTOR, ON OR WITH RESPECT TO THIS GUARANTY OR ANY
OF THE OTHER LOAN DOCUMENTS OR THE DEALINGS OF THE PARTIES WITH RESPECT
HERETO, OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY
AND EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY; (ii) EACH WAIVES ANY
RIGHT IT MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR
PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES
OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; AND (iii)
THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS GUARANTY AND THE
BANK WOULD NOT EXTEND CREDIT TO THE BORROWER IF THE WAIVERS SET FORTH
IN THIS SECTION WERE NOT A PART OF THIS GUARANTY. THE GUARANTOR HEREBY
WAIVES PRESENTMENT, NOTICE OF DISHONOR AND PROTEST OF ALL INSTRUMENTS
INCLUDED IN OR EVIDENCING THE LIABILITIES OR THE COLLATERAL, IF ANY,
AND ALL OTHER NOTICES AND DEMANDS WHATSOEVER, WHETHER OR NOT RELATING
TO SUCH INSTRUMENTS.
10. Prejudgment Remedies.
The Guarantor hereby acknowledges that this Guaranty constitutes a
commercial transaction. Pursuant to Section 52-278f of the Connecticut
General Statutes, the Guarantor hereby waives and relinquishes all
rights to notice and hearing as provided in Section 52-278a through 52-
278g of said Connecticut General Statutes prior to the securing of any
prejudgment remedy against the Guarantor in connection with the
Liabilities or any of the instruments or documents executed in
connection herewith.
IN WITNESS WHEREOF, this Guaranty has been duly executed and delivered to the
Bank by the Guarantor on the day and year first above written.
SMB INDUSTRIES, INC.
Corporation of Partnership Name
First Fidelity Bank /s/ Xxxxx Xxxxxxxxx
formerly By:___________________________________
Union Trust Company Name: Xxxxx Xxxxxxxxx
Title: President
0 Xxxxxxx Xxxxxx
Address: _____________________________
Xxxxxxxxx, XX 00000
_____________________________
ACKNOWLEDGED AND ACCEPTED:
FIRST FIDELITY BANK
/s/ Xxxx X. Xxxxx
By: ________________________________
Name: Xxxx X. Xxxxx
Title: Assistant Vice President
Address: 000 Xxxx Xxxxxx
____________________________
Xxxxxxxx, XX 00000
____________________________
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PARTNERSHIP ACKNOWLEDGEMENT (Non-Corporate General Partner)
STATE OF CONNECTICUT )
) SS.:
COUNTY OF )
I CERTIFY that on _______________, 19__, ___________________, the general
partner of __________________, a ______________________ general/limited
partnership, personally appeared before me, who I am satisfied to be the person
who signed the foregoing instrument, and acknowledged that he/she was authorized
to execute the same as the act of said partnership.
__________________________________
Name: ____________________________
Title: ___________________________
PARTNERSHIP ACKNOWLEDGEMENT (Corporate General Partner)
STATE OF CONNECTICUT )
) SS.:
COUNTY OF )
I CERTIFY that on ________________, 19__, ______________, the ___________
of __________________, a ____________________ corporation, the general partner
of _______________, a _____________ general/limited partnership, personally
appeared before me, who I am satisfied to be the person who signed the foregoing
instrument, and acknowledged that he/she was authorized to execute the same as
the act of said partnership.
__________________________________
Name: ____________________________
Title: ___________________________
CORPORATE ACKNOWLEDGEMENT
STATE OF CONNECTICUT )
) SS.:
COUNTY OF FAIRFIELD )
I CERTIFY that on July 6, 1995, Xxxxx Xxxxxxxxx, the President of SBM
------- -- --------------- ---------- ----
INDUSTRIES, INC., a President corporation, personally appeared before me, who I
---------------- ---------
am satisfied to be the person who signed the foregoing instrument, and
acknowledged that he/she was authorized to execute the same as the act said
corporation.
/s/ Xxxxxx X. Xxxxxxx
_____________________________________
Xxxxxx X. Xxxxxxx
Name: _______________________________
Commissioner of Superior Court
Title: ______________________________
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